CION Investment Corporation

Regulatory Filings • Oct 6, 2024

Toppan Merrill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2024 (September 30, 2024)

CION Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland (State or Other Jurisdiction of Incorporation)

000-54755 (Commission File Number)

45-3058280 (I.R.S. Employer Identification No.)

100 Park Avenue, 25th Floor

New York, New York 10017

(Address of Principal Executive Offices)

(212) 418-4700

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing obligation of the filing obligation of the registrant under any of the following provisions:

= Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

D Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

litle of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value \$0.001 per share		The New York Stock Exchange

Indicate by check nark whether the registrant is an emerging growth company as defined in Rule 405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an energing growth company, indicate by check if the registrant has elected not to use the extended transition period for complying with ary new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 1.01. Entry Into a Material Definitive Agreement.

On September 30, 2024, CION Investment Corporation ("CION") entered into an Unsecured Term Loan Facility Agreement (the "Tem Loan Agreement") with an Israeli institutional investor, as lender, which provides for an unsecured term loan to CION in an aggregate principal amount of \$30 million (the "2024 Term Loan"). A fer the deduction of fees and other financing expenses, CION received net opproximately \$29,4 million less customary legal fees and other expenses, which CION intends to use for working capital and other general corporate purposes.

Advances inder the 2024 Term Loan bear interest at a floating rate equal to the three-month Financing Rate ("SOFR"), plus a credit spread of 3.80% per year and subject to a 4.0% SOFR floor, payable quarterly in arrears. Advances under the 2024 Term Loan mature on September 30, 2027. CION has the right to, at its option of advances then outstanding together with a prepayment fee equal to the higher of (i) zero, or (i) the discounted present value of all remaining interest payments that would have been paid by CION through the mincipal amount of such advance that is to be prepaid or be and payable pursuant to the liscounted present value portion of the prepayment fee is calculated by applying a discount rate on the same periodic basis as that on which interest on advances is payable equal to three-month SOFR plus 2.00%.

Advances under the 2024 Term Loan are general unseured obligations of CION that rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by ClON's secured indebtedness (including unsecured indebtedness that CION later secures) to the extent of the assess securing such indebtedness, and rank structurally junior to all existing and future indevedness (including trade payables) incurred by certain of CION's subsidiaries, financing vehicles or similar facilities.

The Term Loan Agreement contains other terms and condition, affirmative and negative covenants such as (i) information reporting, (i) maintenance of CION's status as a business development company within the measure of 1940, as amended, (ii) minimum shareholders' equity of \$543.6 million, (iv) a minimum asse coverage ratio of not less than 1.25 to 1.00, and (vi) an mencumbered asset coverage ratio of 1.25 to 1.00, provided that (a) first lien senior secured loans and cash represent more than 65% of the total value of unenced assets used by CION for purposes of the ratio and (b) equity interests or structured products in the aggregate represent less than 15% of the total value of uned by CION for purposes of the ratio. In addition, the Term Loan Agreement contains customary events of default with customary cure and including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or derivative securities of CION in an outstanding of at least \$25,000,000, certain judgments and orders, and certain events of bankruptcy.

The foregoing description of the Term Loan Agreement as set forth in this Item 1.0 is qualified in all respects by the provisions of such agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

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Toppan Merrill

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused on its behalf by the undersigned hereunto duly authorized.

CION Investment Corporation

October 4, 2024 Date:

By: /s/ Michael A. Reisner Co-Chief Executive Officer

EXHIBIT LIST

CXHIRIT
NUMBER	DESCRIPTION
10.1	Unsecured Term Loan Facility Agreement, dated as of September CION Investment Corporation and an Israeli
	institutional investor.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Toppan Merrill

Exhibit 10.1

USD \$30,000,000

UNSECURED TERM LOAN FACILITY AGREEMENT

Dated as of September 30, 2024

By and between

CION INVESTMENT CORPORATION, as Borrower

and

The Lender Set Forth on the Signature Page Hereto, as Lender

This UNSECURED TERM LOAN FACILITY AGREMENT (this "Agreement") is dated as of September 30, 2024, by and between:

• (1) CION INVESTMENT CORPORATION, a company incorporated under the State of Maryland, registration number D14242259, as borrower (the "Borrower"); and
• (2) (together with its successors and assignees that enter into an Assignment, the "Lender");

It is agreed as follows:

1. Definitions and Interpretation.

1.1. Definitions.

In this Agreement:

"Affiliate" means, at any time, and with respect to any other Person that at such time directly or indirectly through one or more internediaries Controlled by, or is under common Control with , such first Person, and, with respect to the Borrower, shall include any Person beneficially owning or holding, directly, 10% or more of any class of voing or equity interests of the Borrower or any Subsidiary or any Person of which the Borrower and its Subsidianly own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an Affiliate of the Borrower. Notwithstanding anything herein to the contrary, the term "Affiliate" shall not include any Person that constitutes a Portfolio Investment.

"Alternate Rate" means the Prime Rate plus the Margin plus the Applicable Rate.

"Anti-Corruption Laws" means any law or regulation in a U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

"Anti-Money Laundering Laws" means any law or regulation regarding money laundering, drug trafficking, terrorist-related activities or other money launding the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the Prohibition of Money Laundering Law, 2000 (including all regulations and decrees promulgated thereunder).

"Applicable Rate" means, for any day, the applicable rate per annum based upon the Rating as set forth in the table below:

Level	Rating	Applicable Rate
	> Al	0.00%
2	A2	0.50%
3	A3	1.00%
ব	< A3	1.50%

Initially, the Applicable Rate set forth in Level 1 shall apply on the Closing in the Applicable Rate resulting from a publicly announced change in the Rating shall be effective, in the case of an upgrade, during the date of delivery by the Borrower to the Lender of notice thereof pursuant to Section 14.7 and ending on the date immediately preceding the next such change and, in the case of a downgrade, during the on (and including) the date of the public announcement thereof and ending on (and including) the date immediately preceding the next such change. If the Borrower does not have any Rating, the Applicable Rate set forth in Level 4 shall apply.

"Asset Coverage Ratio" means "asset coverage" as defined in the Investment Company Act. For clarity, the Asset Coverage Ratio with respect to the Borrower shall be made in any exemptive order issued by, or exemptive relief granted by, the SEC with respect to the indebtedness of any SBIC Subsidiary. For the avoidance of doubt, for purposes of this definition, (x) in no event shall liabilities or indebtedness include any unfinded commitment and (y) the outstanding utilized notional amount of any total return swap, in each case the margin posted by the Borrower or any of its consolidated subsidiaries thereunder at such time, shall be treated as a senior security of the Borrower for the purposes of calculating the Asset Coverage Ratio.

"Authorization" means an authorization, consent, approval, resolution, filing, notarization or registration.

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark is a tem rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is therest Period" pursuant to Section 8.5(d).

"Bankruptcy Code" means Title 1 of the United "Bankruptcy," as now and hereafter in effect, or any successor statute.

"Benchmark" means, initially, the Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 8.5(a).

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the one be determined by the Lender for the applicable Benchmark Replacement Date:

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For the avoidance of doubt, if such Benchmark is a term rate, the "Benchmark Replacement Date" will be case of clause (a) or (b) with respect to any Benchmark upon the applicable event or events set forth therein with respect to all thereurrent Available Tenors of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

• (a) the calculation thereof) announcing that such administrator has cased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such component thereof), permanently or indefinitely; provided that, at the time of such statement or puccessor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such component thereof);
• (b) component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
• (c) component used in the calculation thereof) announcing that such Benchmark (or such Benchmark is a term rate, all Available Tenors of such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a "Bent" will be deemed to have ocurred with respect to any Benchmark if a public statement or publication of information set forth above has ocurred with respect to each then-current Available Tenor of such befored component used in the calculation thereof).

"Benchmark Unavailability Period" means, the period (if any) (a) beginning at the time that a Benchmark Date has ocurred if, at such time, no Benchmark Replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in acordance with Section 8.5 and (b) ending at the time Replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.5.

"Blocked Person" means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked by OFAC, (b) a Person, entity, organization, country or regime that have been imposed under U.S. Economic Sanctions Laws, (c) a Sanctioned Person, (d) a Canada Blocked Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting or indirectly, any Person, entity, organization, country or regimed in clause (a), (b) or (c) above.

"Borrowed Amount" has the meaning ascribed thereto in Section 2.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed; provided that the term "Business Day" shall also exclude any day that is not a U.S. Government Securities Business Day.

"Canada Blocked Person" means (i) a "terrorist group" as defined for the Criminal Code (Canada), or (ii) a Person identified in or pursuant to (v) Part II.1 of the Criminal Code (Canada), or (x) the Proceeds of Crime (Money Laundering) and Terrorst Financing Act, or (y) the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), or (z) regulations or orders promulyated pursuant to the Special Economic Measures Act (Canada), the United Nations Act (Canada), or the Freezing Assets of Corrupt Foreign Officials Act (Canada), in any case pursuant to this clause (i) as a Person in respecty or benefit a holder of the Loan would be prohibited from entering into or facilitating a related financial transaction.

"Canadian Economic Sanctions Laws, including enabling legislation, orders-in-council or other regulations administered and enforced by Canada or a political subdivision of Canada pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including Part II.1 of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorst Financing Act, the Victims of Corrupt Foreign Officials Act (Sergei Magnisky Lavy, the United Nations Act (Canada), the Export and Import Permits Act (Canada), and the Freezing Officials Act (Canada), and including all regulations promulgated under any of the foregoing, or any other similar sanctions program or action.

"Capital Lease" means, at any time, a lease with respect to which the lesse is required oncurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

"Cash" means cash of the Borrower to which it has unrestricted access, and which is not encumbered by a Lien.

"Closing Date" means September 30, 2024.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Conforming Changes" means, wither the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical changes (including changes to the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the cefinition of "Interest Period" or any similar or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of Section 10(b) and other technical, administrative or operational matters) that the Lender may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration the Lender in a mamer consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines for the administration of any such rate exists, in such other manner of administration as the Lender is reasonably necessary in comection with the administration of this Agreement and the other Loan Documents).

"Control" means the possession, directly, of the power to direction of the management and policies of a Person, whether through the ownership of voting or otherwise; and the terms "Controlled" and "Controlling" shall have meanings correlative to the foregoing.

"Controlled Entity" means (a) any of the Borrower and any of their or the Borrower's respective Controlled Affiliates and (b) if the Borrower has a parent company, such parent company and its Controlled Affiliates.

"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lender in accordance with the conventions for this rate selected or recommental Body for determining "Daily Simple SOFR" for syndicated business loans; provided that if the Lender that any such convention is not administratively feasible, then the Lender may establish another convention in its reasonable discretion in a manner administratively feasible for the Lender.

"Debt to Equity Ratio" means, as of any date of determination, the ratio of (a) the Incebtedness for borrowed money of the Borrower and its consolidated Subsidiaries (including under this Agreement) as of such case as determined pursuant to the Investment Company Act to (b) Shareholders' Equity at the last day of the immediately preceding fiscal quarter of the Borrower.

"Debtor Relief Laws" means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearangement, receivership, insolvence, reorganization, or similar debtor relief laws of the of or any other applicable jurisdictions from time to time in effect.

"Default" means an event or condition the occurrence or existence of which would, with the lapse of time of notice or both, become an Event of Default.

"Eligible Assignee" means, with respect to the Lender, (a) any Affiliate of the Lender or (b) any Related Fund.

"Environmental Laws" means any and all federal, state, local, and foreign statutes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreemental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

"Equity Interests" means shares of capital stock, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership including any preferred capital stock, partnership interests, membership interests in a limited liability company, beneficial interests, and any warants, options entitling the holder thereof to purchase or acquire any such equity interest. As used in this Agreement, "Equity Include convertible debt unless and until such debt has been converted to capital stock.

"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Borrower under section 414 of the Code.

"Event of Default" shall have the meaning ascribed thereto in Section 17.

"Excluded Taxes" means any of the following Taxes imposed to the Lender or required to be withheld or deducted from a payment to the Lender: (a) Taxes imposed on or measured by net income or gross receipts (however denominated), franchise Taxes, in each case, (i) imposed as a result of the Lender the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (i) that are Other Comection Taxes imposed on amounts payable to or for the Lender with respect to an applicable interest in the Loan pursuant to a law in effect on the date on which (i) the Lender acquires such interest in the Lender changes its lending office, except in each case to the extent that, pursuant to Section 9, amounts with respect to such Taxes were payable ether to the Lender assignor immediately before the applicable interest in the Loan or to the Lender it changed its lending office,(c) Taxes attributable to the Lender's failure to comply with Section 9(e), and (d) any withholding Taxes imposed under FATCA.

"Facility" means the \$30,000,000 term loan facility made available under this Agreement as described in Section 2.

"FATCA" means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to current or future regulations or official interpretations thereof, (b) any treaty, law or regulation, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System of the United States.

"Financing Subsidiary" means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

"First Lien Loan" means a debt obligation that is entitled to the benefit of a first priority perfected security interest on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof.

"Floor Rate" means a rate per annum equal to 4.0%.

"Foreign Lender" means any Lender that is not a U.S. Person.

"Foreign Plan" means any plan, fund or other similar program that (a) is established or maintained outside the United by the Borrower or any Subsidiary primarily for the benefit of employees of the Borrower or one or more Subsidianies of America, which plan, fund or other similar program provides, or results in, refirement income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

"Foreign Subsidiary" means any Subsidiary of the Borrower that is not incorporated or organized under the U.S., any state thereof or the District of Columbia.

"Fund" means any Person that is engaged in making, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business.

"GAAP" means (a) generally accepted acounting principles as in effect from time to time in the United States of America and (b) for purposes of Section 16.6, with respect to any Subsidian principles (including International Financial Reporting Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.

"Governmental Authority" means (a) the United States of America, Israel or any state, province or other political subdivision thereof, or (i) any other jurisdiction in which the Borrower or any part of its business, or which aserts jurisdiction over any properties of the Borrower or any Subsidian executive, legislative, judical, regulatory or administrative functions of or pertaining to, any such government.

"Guaranty" means, with respect to any Person, any obligation (except the endorsement in the ordinary of negotiable instruments for deposit or collection) of such Person guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such indebtedness or obligation or any property therefor; (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or oblightion, or (i) to maintain any working capital or other balance sheet condition of any other Person or otherwise to advance or make available funds or payment of such indebtedness or obligation; (c) to lease properties or to purchase properties or services primarily for the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation, or (d) otherwise to assure the owner of such indebtedness in respect thereof; provided that the term "Guaranty" shall not include (i) endorsements for collection or deposit in the ordinary or (ii) customary indemnification agreements entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person has determined that any liablity thereunder is remote and such indemnification of any alent of the guaranty of a payment obligor. In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligor.

"Hazardous Materials" means any and all pollutants, toxic or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, processing, treatment, storage, handling, transportation, transfer, use, discharge, spillage, sepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

"Incorporated Covenant" is defined in Section 16.15(b).

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under this Agreement, or any other Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

"Indebtedness" with respect to any time, without duplication, (a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; (b) its liabilities for the of property acquired by such Person (excluding accounts payable arising in the ordiness but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) (i) all liabilities appearing on its balance with GAAP in respect of Capital Leases and (i) all liabilities which would appear on its balance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Lease; (d) all liabilities for borrowed by any Lien with respect to any property ovned by such Person (whether or not it has assumed lable for such liabilities); (e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or its account by banks and other financial institutions (whether or not representing obligations for borrowed money); (1) the aggregate Swap Termination Value of all Swap Contracts of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hat the amount of Indebtedness of any Person for purposes of clause (d) shall be equal to the lesser of (A) the aggregate amount such Indebtedness and (B) the fair market value of the property encumbered thereto as determined by such in good faith. Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

"Interest Coverage Ratio" means, as of any date of determined on a consolidated basis for the Borrower and its Subsidiaries, without duplication, of (a) Net Investment Incomer and its Subsidiaries for the four consecutive fiscal quarters then ended of the Borrower and its Subsidiaries, plus interest expense to (b) interest expense for such period.

"Interest Payment Date" means (a) the last day of each calendar quarter and (b) the Maturity Date.

"Interest Period" means (a) the period beginning on, and including, the Closing on, and including, the day prior to the immediately succeeding Interest Payment Date, and (b) each subsequent period beginning on, and including, the applicable Interest Payment Date and ending on, and including, the day prior to the immediately succeeding Interest Payment Date.

"Investment" means, for any Person: (a) Equity Interests, bonds, notes, debentures of any other Person (including convertible securities) or any agreement to acquire any Equity Inters, bonds, notes, debentures of any other Person (including any "short sale" or any securities at a time when such securities are not owned by the Person entering into such sale); (b) deposits, advances, boans or other extensions of credit made to any other Person (including purchases of property from another to an understanding or agreem, contingent or otherwise, to resell such property to such Person); or (c) Swap Contracts.

"Investment Company Act" means the US Investment Company Act of 1940.

"Investment Documents and Agreements" is defined in Section 13.20.

"Investment Policies" means, with respect to the investment objectives, policies, restrictions and limitations set forth in the section of the Borrower's compliance manual titled "Investment Policies and Restrictions" as the same may be changed, anended, modified, terminated or restated annually by the Borrower's board of directors, which In the Borrower's periodic reports filed publicly with the SEC.

"Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or title of any vendor, lessor, lender or other secured party to or of such receiter title retention agreement or Capital Lease, upon or with respect to any property or asset of such including in the case of stockholder agreements, voting trust agreements and all similar arrangements).

"Loan" means the term loan made by the Borrower pursuant to Section 2 of this Agreement. Notwithstanding the foregoing in this definition, for purposes of this Agreenent, the Loan on the Closing Date shall, for all purposes, be the Loan Principal Amount, notwithstanding that only the Borrowed Amount was advanced to the Borrower on the Closing Date.

4Loan Documents" means, collectively, (a) this Agreement, (b) each Subsidiary Guaranty, and (d) each other written agreement, instrument, document and certificate now or hereafter executed by or on behalf of the Borrower or any other Obligor and delivered to the Lender in connection with this Agreement or the transactions contemplated hereby.

"Loan Principal Amount" means \$30,000,000.

"Margin" means a rate per annum equal to 3.80% (or, if the Alternate Rate applies pursuant to Section 10 hereof, 2.80%).

"Material" means material in relation to the business, operation, assets, properties, or prospects of the Borrower and its Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Borrower and its Subsidiaries taken as a whole, (b) the Borrower to perform its obligations under this Agreement, or (c) the validity or enforceability of this Agreement or any other Loan Document.

"Material Credit Facility" means, as to the Borrower and its Subsidiaries, any agreement(s) creating indebtedness for borrowed money entered into on or after the Closing Date by the Borrower or any Subsidiary or in respect of which the Borrower or any Subsidiary is an obligor or otherwise provides a guaranee or other credity"), in a principal amount outstanding or available for borrowing equal to or greater than US \$25,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the closing of such fictility based on the exchange rate of such other of the Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

"Maturity Date" means September 30, 2027.

"MFL Financial Covenant" means any covenant (regardless of whether such provise characterized as a ovenant, a definition or a default) that requires the Borrower or any Subsidiary to (i) maintain any level of financial performance (including any specified level of net worth, total assets, cash flows or net incessed), (ii) maintain any relationship of any component of its capital structure to any other component thereof (including the relations), senior indebtedness or subordinated indebtedness to total capitalization or o net worth, however expressed), (iii) to maintain any measure of indebtedness (including exceeding any specified ratio of revenues, cash flow or income to interest expense, capital expenditures and/or scheduled payments of indebtedness, however expressed) or (iv) not to exceed any maximum level of indebtedness, however, that, for the avoidance of doubt, no borowing base requirement or covenants, however expressed, shall constitute an MFL Financial Covenant.

"MFL Cure Right Provision" means any provision (regardless of whether such provision is labeled or otherwise characterized as a covenant, a definition or a default) that allows the Borrower or any Subsidiary to "oure" or otherwise remedy a default under a financial ovenant that is the same as one of the financial covenants set forth in Section 15 (and have the same related definitions) prior to such of of default.

"More Favorable Covenant" is defined in Section 16.15(a).

"Most Favored Lender Notice" means, in respect of any More to the Lender delivered promptly, and in any event within twenty (20) Business Days after the inclusion of such More Favorable Covenant in any Unsecured Credit Facility (including by way of amendment of other modification of any existing provision thereof) from a Responsible Officer refering of Section 16.15 and setting forth a reasonably detailed description of such Covenant (including any defined terms used therein) and related explanatory calculations, as applicable.

"Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

"NAIC" means the National Association of Insurance Commissioners.

"Net Asset Value" means the net asset value of the Borrower's annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 10, 2022.

"Net Investment Income" means, with respect to any period, net investment income determined in accordance with GAAP.

"Note" means any promissory note executed and delivered by the Borrower in favor of the Lender pursuant to this Agreement.

"Obligors" means, collectively, the Borrower and the Subsidiary Guarantors.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"OFAC Sanctions Program" means any economic or trade saction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasurce-center/sanctions/Programs/Pages/Programs.aspx.

"Other Connection Taxes" means, with respect to the Lender, Taxes imposed or former comection between the Lender and the jurisdiction imposing such Taxes (other than a comection arising solely from the Lender having executed, deformed its obligations under, received payments under, received a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in the Loan or any Loan Document).

"Other Taxes" means all present or future stamp, cour or documentary, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performent or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assigment.

"Party" means a party to this Agreement.

"Periodic Term SOFR Determination Day" has the meaning specified in the definition of "Term SOFR".

"Permitted SBIC Guarantee" means a guarantee by the Borrower of Indebtedness of an SBC Subsidiary on the SBA's then applicable form, provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of subsidiary (it being understood that, as provided in Section 17.4, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).

"Person" means an individual, partnership, company, association, trust, unincorporated organization, business entity or Governmental Authority.

"Plan" means an "employee benefit plan" (as defined in section 3(3) of ERISA that is or, within the preceding five years, has been established or maintained or to which the preceding five years, have been made or required to be made, by the Borrower or any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate may have any liability.

"Portfolio Investment" means (i) any investment held by the Borrower or one of its Subsidiaries in their asset portfolio and (ii) any investment held by the Borrower or one of its Subsidiaries that is listed on the Borrower's consolidated Schedule in any filing with the SEC (or, for investments made during a given quarter and before a consolidated Schedule of Investments is filed will one of such quarter, will be listed on the Borrower's consolidated Schedule of Investments to be filed with the SEC with respect to the end of such the Investment is made), including, without imitation, any such Sched) with any of the Borrower's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, registration statements or prospectuses.

"Preferred Stock" means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or such Person.

"Prepayment Fee Event" means any repayment in whole or in part or acceleration of the Loan for any reason and at any time, including, without limitation, whether such repayment or acceleration is (i) voluntary or mandatory, (i) made when a Default or Event of Default is then outstanding, (iii) made in connection with the sale during any Event of Default or foreclosure upon any collateral securing the Loan, (ir) the result of or subsequent to the Loan for any reason at any time, including, without limitation, as a result of the occurrence of any Event of Default, (v) made pursuant to, or as the consequence of, any regulatory or judicial enforcement or other actions from any Governmental Authority of (vi) made pursuant to, or as the consequence of, any proceeding under any Debtor Relief Laws, whether or not a claim for the Prepayment Fee is allowed in such proceeding.

"Prepayment Fee" shall have meaning ascribed thereto in Section 7.2(b).

"Prime Rate" means the rate of interest per annum last quoted by The "Prime Rate" in the U.S. or, if The Wall Street lournal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "ban" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Lender) or any similar release by the Federal Reserve Board (as deter). Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective.

"Rating" means the raing of the Borrower's long term unsecured indebtedness issued by Midroog Ltd. or S&P Global Ratings Maalot Ltd., and in case of different ratings issued by different agencies, the lower rating shall apply.

"Regulatory Event" means any adverse determination made by any Governmental violation or material breach of applicable law by the Borrower or any Subsidiary that would reasonably be expected to have a Material Adverse Effect.

"Related Fund" means, with respect the Lender, any Fund that is administered, advised or managed by (a) the Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages the Lender.

"Related Parties" means as to any Person's Affiliates and the partners, members, directors, officers, employees, agents, attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person 's Affiliates.

"Relevant Governmental Body" means the Federal Reserve Board of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve Bank of New York, or any successor thereto.

"Remaining Duration" mean the remaining duration of the Maturity Date as of the prepayment date or the date of acceleration (that would have been applicable but for such prepayment or acceleration).

"Responsible Officer" means any Senior Financial Officer of the Borrower with responsibility for the administration of the relevant portion of this Agreement.

"RIC" means a Person qualifying for treatment as a "regulated investment company" under the Code.

"Sanctioned Country" means, at any time, a country, region or terriory which is itself the subject or target of any of the Sanctions.

"Sanctioned Person" means, at any time, any Person: (a) list of designated Persons maintained by a Sanctions Authority; or (b) operating, organised, or resident in or under the laws of a Sanctioned Country; (c) owned or Persons or Persons described in the foregoing paragraphs (a) or (b); or (d) otherwise the target of any Sanctions.

"Sanctions" means any trade, economic or financial sanctions, embargos or restrictive measures administered, enacted or enforced by a Sanctions Authority.

"Sanctions Authority" means any of (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) Israel, (c) the United Nations Security Council, (d) the European Union, or (e) Her Majesty's Treasury of the United Kingdom.

"SBA" means the United States Small Business Administration or any Governmental Authority succeeding to one of .

"SBIC Subsidiary" means any subsidiary of the Borrower (or such subsidiary's general partner or manager entity) that is (x) a "small business investment company" licensed by the SBA (or that has applied for such a license and is actively pursuing thereof by appropriate proceedings promptly instituted and diligently condicted) under the Small Business Investment Act of 1958, as amended from time and (y) designated in writing by the Borrover (as provided below) as an SBC Subsidiary, so long as: (a) other than pursuant to a Permitted SBC Guarantee or the requirement by the SBA that the Borrower make an equity or the SBC Subsidiary in connection with its incurrence of Indebtedness under the SBA, no portion of the obligations (contingent or otherwise) of such Person (i) is Guaranted by the Borrower or any of its subsidiary), (ii) is recourse to or obligates the Borrower or any of its subsidiaries (other than any SBC Subsidiary) in any way, or (ii) subjects any property of the Borrower or any of its subsidiaries (other than any SBC Subsidiary) to the satisfacion thereof; (b) neither the Borower nor any of its subsidiaries (other than any obligation to such Person to maintain or preserve its financial condition or cause it to achieve certain results; and (c) such Person has not Guaranteed or become a co-borrower under, and has not granted a security interest in any of its properties to secure, and the Equity Interests it has issued are not pledged to secure, in each case, any indebtednes of the Obligors. Any designation by the Borrower under clause (y) above shall be effected pursuant to a certificate of a Senior Financial Officer delivered to the Lender, which certificate shall include a statement to the effect that, to the best of such Senior Financial Officer's knowledge, such designation complied with the foregoing conditions.

"SEC" means the Securities and Exchange Commission of the United States of America.

"Senior Financial Officer" means the chief financial officer, principal accounting officer, treasurer of the Borrower.

"Shareholders" Equity" means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders' equity or net assets, as applicable, for the Borrower and its consolidated Subsidiaries at such date.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"State Sanctions List" means a list that is adopted by any state Governmental Authority within the United States of America persons that engage in investment or other commercial activity that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

"Structured Products" means the equity or residual transmized securities, structured products and other similar securities. As used in this Agreement, "Structured Product the debt tranches of such collateralized securites, structured products or other similar securities as reported in the Borrower's quarterly reports on Form 10-Q and annual reports on Form 10-K.

"Structured Subsidiary" means:

• (a) a direct or indirect subsidiary of the Borrower sells, conveys or otherwise transfers (whether directly) portfolio investments or which makes portfolio investments, which is formection with such Subsidiary obtaining and maintaining third-party from unaffiliated third parties, and which engages in no material activities other than in connection with the purchase and financing of such assets, and which is designated by the Borrower (as provided below) as a Structured Subsidiary; and, so long as:
  • (i) = no portion of the Indebtedness or any otherwise) of such Subsidiary (x) is guaranteed by the Borrower (other than guarantees in respect of Standard Securitization Undertakings), (y) is recourse to or obligates the Borrower in any way other than pursuant to Standard Securitization Undertakings or (z) subjects any property of the Borrower, directly or indirectly, contingently or otherwise, to the satisfaction ther than pursuant to Standard Securitization Undertakings or any guarantee thereof; and
  • (ii) certain levels of operating results; and
• any passive holding company that is designated by the Borrower (as provided below) as a Structured Subsidiary, so long as: (b)
  • (i)
  • (ii) from a Structured Subsidiary referred to in clause (a), and its ownership of all of the Equity Interests of a Structured Subsidiary referred to in clause (a)) or liabilities;
  • (iii)
  • (iv)

(v) entity to achieve certain levels of operating results.

As of the Closing Date, 34th Street Funding, LLC, Murray Hill Funding, Hill Funding II, LLC shall be designated as Structured Subsidiaries. Any such designation, after the Closing Date, by the Borrower shall be effected pursuant to a senior Financial Officer delivered to the Lender, which certificate shall include a statement to the best of such Senior Financial Officer's knowledge, such designation complicable foregoing conditions. Each Subsidiary of a Structured Subsidiary shall be deemed to be a Structured Subsidiary and shall comply with the foregoing requirements of this definition.

"Subsidiary" means, as to any Person, any other Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinatily, in the absence of contingencies, to elect a majority of the directors (or Persons performing of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one of its Subsidiaries or such first Person and one or its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior or one or more of its Subsidiaries). Anything herein to the term "Subsidiary" shall not include any Person that constitutes an Investment held by the Borower, any Financial or any Tax Blocker Subsidiary in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower and its Subsidiaries. Unless the clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Borrower.

"Subsidiary Guarantor" means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

"Subsidiary Guaranty" has the meaning set forth in Section 16.14(a)(i).

"SVO" means the Securities Valuation Office of the NAIC.

"Swap Contract" means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

"Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the been closed out and termination value(s) determined in accordance theremination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readly available quotations provided by any recognized dealer in such Swap Contracts.

"Synthetic Lease" means, at any time, any lease that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

"Tax Blocker Subsidiaries" means (a) any wholly-owned Subsidiary of the Borrower from time to time designated in writing by the Borower to the Lender as a "Tax Blocker Subsidiary"; provided that at no time shall any assets other than Equity Interests.

"Taxes" means and all present or future taxes, levies, duties, deductions, withholdings (including backed taxes, or any other goods and services, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Term SOFR" means, the Term SOFR Reference Rate for a tenor equal to the "Period (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator, provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Reference Rate for the applicable tenor has not be the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more (3) U.S. Government Securities Business Days prior to such Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than the Floor Rate, then Term SOFR shall be deemed to be the Floor Rate.

"Term SOFR Administrator" means CME Group Benchman Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lender in its reasonable discretion).

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Adjustment.

"Unencumbered Asset Coverage Ratio" means the ratio of (a) Unsecured Liability. For clarity, the calculation of the Unencumbered Asset Coverage Ratio (and any definition) with respect to the Borrower shall be made in accordance with any exemptive order issued by, or Exemptive Relief granted by, the SEC. For the avoidance of doubt, for purposes of this definition and any defined term used in this definition, (x) in no event shall liable any unfunded commitment and (b) the outstanding utilized notional amount of any total return swap, in each case less the vargin posted by the Borrower or any of its consolidated Subsidiaries thereunder at such time shall be treated as a senior security of the purposes of calculating the Unencumbered Asset Coverage Ratio.

"Unencumbered Asset Coverage Ratio Report" means a statement certified by a Senior Financial Officer of the Borrower and delivered in electronic format as a spreadsheet, which shall contain, as of the period indicated therein, (a) a schedule of the Borrower's Investments outstanding as of the dated in such report and the categorization of each such Investment as First Lien Loans, Cash, Equity Interests or Structured Products, as applicable, and (b) the reasonably detailed of the Unencumbered Asset Coverage Rais of the Borrower as of the date indicated in such report.

"Unencumbered Assets" means (a) the value of total assets of the Borrower that are not encumbered by a Lien, including, the value of any Equity Interests owned by the Borrower, directly, in a consolidated Subsidiary, less (b) all unsecured indebtedness not represented by senior securities of the Borrower.

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under this Agreement.

"Unsecured Credit Facility" is defined in Section 16.15(a).

"Unsecured Debt" means Indebtedness of the Borrower with a final maturity greater than one year from the Maturity Date thany manner by any Lien on assets of the Company or any of its Subsidiaries.

"Unsecured Liability" means the aggregate amount of senior secured indebtedness of the Borrower (all as determined pursuant to the Investment Company Act and any orders of the Borrower thereunder) and the portion of any secured indebtechess of the Borrower for which the value of the collated securing such indebtedness is not sufficient to pay the principal amount of such indebtedness. For the avoidance of doubt, indebtedness of subsidiaries of the Borrower shall not constitute an Unsecured Liability.

"USD", "Dollar" and "\$" means the currency of the United States.

"U.S." or "United States" means the United States of America.

"U.S. Economic Sanctions Laws" means those laws, enabling legislations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entry or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, and any other OFAC Sanctions Program.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a day on which the Securities Industry and Financial Markets Association recomments of its members of its members be closed for the entire day for purposes of trading in United States government securities.

"U.S. Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.

1.2. Construction; Rates.

• (a)
• (b) > Whenever the context may require, any pronom shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "will" shall be construed to have the same meaning and effect as the word "shall".
• (c) >> The word "law" shall be construed all statutes, rules, regulations, codes and other laws (including official mlings and interpretations thereunder having the force of law or with which aftected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities.
• (d) Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument herein shall be construed as refering to such agreement in other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such aments, supplements or modifications set forth herein), (ii) any definition of or reference to any statute, rule or regulation shall be construed as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (iii) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to any restrictions on assignments set forth herein) and, in the ease of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (iv) the words "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (v) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties.

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• (b) = The representations and warrantes of the Borrower in all material respects when made and at the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date: provided, further, that is qualified by "materiality", "Materiality", "Material Adverse Effect" or similar language shall be true and correct (after giving effect to any qualification therein) in all respective dates.
• (c) The Rating is at least A1.
• The Borrower has repaid all indebtedness under the Unsecured Term Loan Facility Agreement dated April 14, 2021 entered into by the (d) Borrower and an Israeli institutional investor, including for the avoidance of doubt all interest accrued until September 30, 2024.
• (e) > The Borrower shall have paid on or before the reasonable and documented fees of the Lender's counsel (as agreed in advance between the parties) to the extent reflected in a statement of such counsel to the Borrower by no later than one (1) Business Day prior to the Closing Date.
• (f)
• (g) Report shall additionally set forth such Unencumbered Asset Coverage on a pro forma basis after giving effect to the transactions contemplated hereby and shall separately set forth the classification of each Investment of the Borrower.

5. Drawdown.

The Borrower shall only be permitted to draw down by means of one (but not more than one) Loan drawing on the Closing Date. On the Closing Date, subject to the conditions set forth in Section 4 above, the proceeds of the Loan will be transferred to the Borrower's bank account, as detailed in the Borrower's bank confirmation attached as Schedule 5 hereto.

6. Repayment; Maintenance of Records.

• (a) with any other Unpaid Sum.
• (b) Lender resulting from the Loan made by the Lender, including the amounts of principal and paid to the Lender from time to time hereunder. The entries made in the accounts maintained pursuant to the immediately preceding sentence (absent manifest error) of the existence and amounts of the obligations recorded that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the Borrower to repay the Loan in accordance with the terms of this Agreement.

(c) the Lender a Note payable to the Lender (or the Lender, to the Lender and is registed assigns) and in a form approved by the Borrower and the Leader and containing terms consistent with this Agreement. Thereafter, the Loan interest thereon shall at all times (including after assignment pursuant to Section 18) be represented by one or more Note in such form.

7. Prepayment.

7.1. [Reserved].

7.2. Voluntary prepayment of the Loan.

• (a) notice of prepayment given to the Lender this Section 7.2 shall be irrevocable and shall specify the prepayment date and the principal amount of the Loan or portion thereof to be prepaid; provided, that a notice of prepayment to this Section 7.2(a) may state that such notice is conditioned upon the effectiveness of any other credity(ies) or the closing of any securities offering (provided the proceeds of such credit facilit(ies) or offering are to be applied to such prepayment), in which such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied.
• (b) payable by the Borrower to the Lender, which shall be equal to the higher of (i) the present value of all future Interest payments that would have been paid (but will not be paid prepayment) following the prepayment date and until (and including) the Maturity Date (it will be assumed, for that the Contract Interest Rate applicable on the prepayment date would have not been changed through the Maturity Date) discounted by a discount rate equal to the sum of: (x) Term SOFR (as applicable on the prepayment date) plus (y) two percent (2.0%). For the avoidance of any doubt, with respect to the calculation of Term SOFR for Rate shall not be taken in account.
• (c) prepaid, (ii) any other Unpaid Sum, (ii) any Prepayment Fee and (iv) any anounts owed pursuant to Section 10(b) as a result of such prepayment on a date other than the last day of an Interest Period.

(d) = Except as set forth in the immediately following sentence of a Prepayment Fee Event, the Borrower shall pay to the Lender an amount equal to the Prepayment Fee. The parties hereto acknowledge and agree that the Prepayment Fee referred to in the immediately preceding sentence (i) is additional consideration the Loan, (i) constitues reasonable liquidated damages to compensate the Lender for (and is a proportionation of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loan (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the be repaid and (y) fiture changes in interest rates which are not readly ascertainable on the date hereof), and (ii) is not a penalty to punish the Borrower for its early prepayment of the Loan or for the occurrence of any Event of Default or any other Prepayment Fee Event, as the Borrower expressly acknowledges that its agreement to pay the Lender as herein described is a material inducement to the Lender to enter into this Agreement.

8. Interest.

8.1. Rate of interest.

Subject to Section 8.3 below, the outstanding with of the Loan shall bear interest at a rate per annum equal to (i) Term SOFR plas the Margin plus the Applicable Rate (the "Contract Rate") for each Interest Period or (ii) subject to Sections 10(c) and 10(c), the Alternate Rate. At the conclusion of each Interest Period, the Loan Shall be continued for a new Interest Rate applicable to such new Interest Period.

8.2. Payment of interest.

Accrued and unpaid interest on the Loan shall be payable by the Borrower in arrears on each Interest and interest Payment Date is not a Business Day, then the Intent Date shall be the immediately next succeeding Business Day); provided that (i) interest accrued pursuant to Section 8.3 shall be payable on demand and (ii) in the event of any repayment of the Loan or any portion thereof, accued and unpaid interest on the principal or prepaid shall be payable on the date of such repayment . Interest shall acrue on the Loan commencing with the Loan is made until the Loan is repaid in full and shall not accrue on the Loan, or any portion thereof (as applicable), for the Loan or such portion (as applicable) is repaid or prepaid. The Borrower hereby unconditionally promises to, and shall, pay to the Lender such accrued and unpaid interest.

8.3. Default interest.

If the Borrower fails to pay any amount payable by it herest shall accue on the overdue amount from the due date up to the date of actual payment (both before and after judgment), at a rate per annum equal to 2.00% plus the Contract Interest Rate.

8.4. Computation; Term SOFR Conforming Changes.

• (a) (including the first day but excluding the last day). Notwithstanding the foregoing, in the event that the Alternate Rate applies as set forth in Section 10, interest shall be computed on the basis of a year of 365/6 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
• (b) and, notwithstanding anything to the contrary here Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other Loan Document. The Lender will promptly notify the Borrower of the effectiveness of any Confection with the use or administration of Term SOFR.

8.5. Benchmark Replacement.

• (a) Replacement Date have occurred prior any setting of the then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of "Benchmark Replacement" for such Benchmark Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of the Benchmark Replacement is determined in accordance with clause (b) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

• (b) Conforming Changes from time to time and any amenting such Conforming Changes will become effective without any further action or consent of the Borrower.

• (c) Conforming Changes in connection with the use, administration of a Benchmark Replacement. The Lender will notify the Borrower of (x) the removal or remor of a Benchmark pursuant to Section 8.5(d) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision that may be made by Lender pursuant to this Section 8.5, including any determination with respect to a tenor, rate or adjustment or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from the Borrower.

• (d) >> Notwithstanding anything to the contrary of in any other Loan Document, at any time (including in comection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information that any tenor for such Benchmark is not or will not be representative, then the Lender may modify the definition of "Interest Period" (or any similar or any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and was removed pursuant to clause (i) is subsequently displayed on a screen or information service for a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark Replacement), then the Lender may modify the definition of "Interest Period" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

9. Withholding of Taxes; Gross-up.

(a) shall be made without deduction or withholding for any Taxes, except as required by applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower to the Lender shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 9), the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

• (b) applicable law, or at the option of the Lender, timely reimburse it for, Other Taxes.
• (c) Section 9, the Borrower shall deliver to the original or a certified copy of a receipt issued by such Govermental Authority evidencing such payment, a copy of the return reporting such payment reasonably satisfactory to the Lender.
• (d) = Indemnification by the Borrower shall indemnify the Lender, within twenty (20) days after written demand therefor for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 9) payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses arising therefrom or with respect there or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or the Borrower by the Lender shall be conclusive absent manifest error.

• (e) Status of Lender.

  • (i) Document, the Lender shall deliver to the Borrower, at the times reasonably requested by the Borrower, such properly completed and executed documentation requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding, In addition, the Lender, if reasonably the Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not the Lender is subject to backup withholding or information requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion of such documentation (other than such documentation set forth in paragraphs (e)(i)(A), (ii)(B) and (ii)(D) of this Section 9) shall not be required if in the Lender's reasonable judgment such completion or submission would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender.
  • (ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

• (A) under this Agreement (and from time to time thereafter upon the request of the Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

• (B) shall be requested by the recipient) on or about the date on which such Foreign Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), whichever of the following is applicable:

  • (1) (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;
  • (2) executed copies of IRS Form W-8ECI;
  • in the case of a Foreign Lender claiming the benefits of the exemption interest under Section 881(c) of (3) the Code, (x) a certificate substantially in the form of Exhibit A-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or
  • (4) IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit A-2 or Exhibit A-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit A-4 on behalf of each such direct and indirect partner;

• (C) shall be requested by the recipient) on or about the date on which such Foreign Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and

• (D) FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C)(C reasonably requested by the Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agress that if any form or certification it previously delivered pursuant to Section 9(e) expires or inacurate in any respect, it shall update such form or certification or promptly notify the Borrower in writing of its legal inability to do so.

• (f) . Treatment of Cetain Refunds. If the Lender determines, in its sole discretion execused a refund of any Taxes as to which it has been indemnified pursuant to this Section 9 (including by the payment of additional amounts pursuant to this Section 9), it shall pay to the Borrower an amount equal to the extent of indemnity payments made under this Section 9 with respect to the Taxes giving rise to such reasonable and documented out-of-pocket experses (including Taxes) of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with refund). The Borrower, upon the request of the Lender the amount paid over to the Borrower pursuant to this Section 9(1) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 9(1), in no event will the Lender be required to pay any amount to any indemnitying party pursuant to this Section 9(1), the payment of which would place the Less favorable net after-Tax position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments giving rise to such refund had never been paid. This Section9(f) shall not be construed to require the Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.
• (g) repayment, satisfaction or discharge of all obligations of the Borrower under this Agreement, any Subsidiary Guaranty and any other Loan Document.
• (h)

10. Increased Costs; Compensation for Losses; Inability to Determine Rates; Illegality.

(a) of any Increased Costs reasonably determined by the Lender as a result of the introduction of or any change in (or in the interpretation or application of, or compliance with) any applicable law or regulation occurring after the date of this Agreement.

"Increased Costs" means: a recuction in the Facility or on the Lender's overall capital, an additional or increased cost; or a reduction of any amount due and payable under this Agreement or the imposition or medification of any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender to the Lender to the extent that it is attributable to the Lender having entered into its commitment to fund, or funding its obligations under this Agreement or any other Loan Document, or the Lender shall be subject to any Taxes (other than (A) Excluded Taxes) on its loans, commitments, or other obligations.

• (b) conversion of the interest rate on the Contract Interest Rate to the Alternate Rate on a date other than the last day of an Interest Period under the circumstances described in Section 10(d), then, in any such event, the Borrower shall compensate the Lender for any loss (not including loss of anticipated margin), cost and expent, including any loss (not including loss of anticipated margin), cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Lender the amount shown as due on any such certificate within twenty (20) days after receipt thereof.
• (c) Inability to Determine Rates. Subject to Section 8.5, if on or prior to the first day of any Interest Period Lender determines (which determination shall be conclusive and binding absent manifest error) that "Term SOFR" cannot be definition thereof, or the Lender determines that for any reason the Contract Interest Rate does not adequately and fairly reflect the cost to the Lender of maintaining the Loan at the Contract Interest Rate, the Lender will promptly so notify the Borrower. Upon such notice, the Loan will automatically begin to accrue interest at the Alternate Rate notice. Upon any such conversion to the Alternate Rate, the Borrower shall also pay accrued interest on the any additional amounts required pursuant to Section 10(b).
• (d) the Lender or its applicable lending office to maintain or fund loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR, Reference Rate, or Term SOFR, then, upon notice thereof by the Lender to the Borrower (an "Illegality Notice"), the Loan will automatically begin to accrue interest at the Alternate Rate until the Lender notifies the Borrower that it is no longer illegal for the Lender interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such conversion to the Borrower shall also pay acrued interest on the amount so converted, together with any additional amounts required pursuant to Section 10(b).

11. Other Indemnities.

(a) The Borrower hereby indemnifies the Lender Parties (collectively, the "Indemnites" and each, and wanted") against any cost, loss or liability which the Lender incurs as a consequence of any Event of Default; (i) an acceleration made pursuant to Section 17.14; (ii) a failure by the Borrower to pay any amount due under Loan Document on its due date; or (iv) the Loan not being prepaid in a notice of prepayment given by the Borrower; provided, however, that the Borrower shall not have any obligation to indemntee under this Section 11(a) with respect to any such cost, loss or liability to the extent such cost, loss or liability shall have resulted (A) from such Indemnitee's own gross negligence, or material breach of any of its obligations hereunder, in each case, as determined in a final non-appealable judgment of a court of competent jurisdiction or (B) out of or in connection with any claim, investigation or proceeding that does not involve an act or omission by the Borrower or its Subsidiaries and that is brought by a Lender against any other Lender.

(b) any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document contemplated thereby, or any extension of credit, the use thereof or of the proceeds thereof or such Person's activities in connection therewith; provided that such waiver of special, indirect, consequential or punitive damages shall not limit the indemnification obligations of the Borrower under clause (a) above.

12. Costs and Expenses.

The Borrower shall, within twenty (20) days of written demant of all reasonable and documented costs and expenses (including reasonable and documented legal fees of one primary counsel) incurred by the Lender in connection with the enforcement of, or the preservation of any rights, under this Agreement, any Subsidiary Guaranty and any other Loan Document.

13. Representations and Warranties.

The Borrower represents and warrants to the Lender set out in this Section 13 on the date of this Agreement and the Closing Date.

13.1. Organization; Power and Authority.

The Borrower is a corporation duly organized, valid good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transact, to execute and deliver this Agreement and any other Loan Document and to perform the provisions hereof and thereof.

13.2. Binding obligations.

This Agreement and the other Loan Documents have been duly authorized by all necessary corporate action on the Borower. This Agreement constitutes, and upon the execution and delivery of any other Loan Document, will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as such enforceability may be linited by (i) applicable bankruptsy insolvency, reorganization, moratorium or other similar laws relating the enforcement of creditors' rights generaly, (i) general principles of equity (regardless of whether such enforceding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

13.3. Organization and Ownership of Subsidiaries; Affiliates.

• (a) jurisdiction of its organization, the percentage of each class of its capital stock or similar equity interests outstanding owned by the Borrower and each other Subsidiary and whether such Subsidiary Guarantor, (ii) the Borrower's Affiliates, other than Subsidiaries and (iii) the Borrower's directors and senior officers.
• (b) the Borrower and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Borrower or another Subsidiary free and clear of any Lien that is prohibited by this Agreement.
• (c) of its jurisdiction of organization, and is duly qualified as a foreign corporation or other applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisch the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Advisitiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hansact the business it transacts and proposes to transact.
• (d) > No Subsidiary is subject to any legal, regulatory, contractual or other than customary limitations imposed by comorate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

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13.7. Compliance with Laws, Other Instruments.

The execution, delivery and performance of this Agreement or any other Loan Document will not (i) contravene, result in any breach of, or constitute a default under, or result in the respect of any property of the Borrower or any Subsidiary under, (A) the corporate charter, by-laws or shareholders agreement of the Borrower or any Subsidiary or (B) any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other agreement or which the Borrower or any Subsidiary is bound or by which the Borrower or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of arbitrator or Governmental Authority applicable to the Borrower or any Subsidiary of (ii) violate any provision of any statute or other of any Governmental Authority applicable to the Borrower or any Subsidiary except where any of the foregoing (other than clause (i)(A) above), in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Except for public disclosure filings required to be made by the SEC, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower of this Agreement and any other Loan Document.

13.8. Pari passu ranking.

Its payment obligations under this Agreement and any other Loan Document rank at least passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Borrower, as applicable.

13.9. No proceedings.

• (a) affecting the Borrower or any Subsidiary or any property of the Borrower or any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect
• (b) > Neither the Borrower nor any Subsidianter any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any kind or any Governmental Authority or (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 13.15), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

13.10. Taxation.

The Borrower and its Subsidiaries have filed all tax required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and assessments leved upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and before they have become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability of which is currently being contested in good faith by appropriate proceedings and with respect to which the Borrower or a Subsidiary, as the esserves in accordance with GAAP. The Borrower knows of no basis for assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accuals and reserves on the Borrower and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscal periods. The U.S. federal income tax liabilities of the Borrower and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2017.

13.11. Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Public Unity Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.

13.12. Title to Property; Leases.

The Borrower and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material and are in full force and effect in all material respects.

13.13. Licenses, Permits, Etc.

• (a) service marks, trademarks and trade names, or rights that individually or in the aggregate are Material, without known conflict with the rights of others, except for any such conficts that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
• (b) license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trade name or other right owned by any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(c) To the best knowledge of the Borrower, there is no Material violation by any right of the Borrower or any of its Subsidiaries with respect to any license, permit, franchise, patent, copyright, proprietary software, service mark, trade name or other right owned or used by the Borrower or any of its Subsidiaries.

13.14. Compliance with Employee Benefit Plans.

• (a) the past six years, maintained on been obligated to maintain or contribute to, any employee benefit plan which is subject to Title I or Title IV of ERISA or section 4975 of the Code (a "U.S. Plan").
• (b) transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A) (D) of the Code.
• (c)

13.15. Foreign Assets Control Regulations, Etc.

• (a) on a State Sanctions List or (ii) is a target of sanctions that have been imposed by the European Union or any Sanctions Authority.
• Neither the Borrower nor any Controlled Entity (i) is in violation of, has violation of, or been charged or convicted (b) under, any applicable U.S. Economic Laws, any Canadian Sanctions Laws or Anti-Corruption Laws or (i) to the Borrower's knowledge, is under investigation by any Governmental Authority for possible U.S. Economic Sanctions Laws, any Canadian Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.
• (c) > No part of the proceeds of the Loanstitute funds obtained on behalf of any Blocked Person, or will otherwise be used by the Borrower or any Controlled Entity, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause to be in violation of any U.S. Economic Sanctions Laws or any Canadian Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws or any Canadian Economic Sanctions Laws; (i) will be used, directly in violation of, or will be used for any purpose that will cause the Lender to be in violation of, any applicable Anti-Money Laws; or (ii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause the Lender to be in violation of, any applicable Anti-Corruption Laws.

(d) to ensure that the Borrower and each Continue to be in continue to be in compliance with all applicable U.S. Economic Sanctions Laws, any Canadian Economic Sanctions Laws, Anti-Money Laws and Anti-Corruption Laws.

13.16. Environmental Matters.

• (a) been instituted asserting any claim against the Borrower or any of their respective real properties or other assess now or formerly owned, leased or operated by any of them, alleging any damage to the environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.
• (b) Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or their use, except, in each case, such as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
• (c) any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
• (d) Neither the Borrower nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
• (e) All buildings on all real properties now owned, by the Borrower or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Disclosure. 13.17.

(a) = All written information which has been delivered to the Borrower in connection with the transactions contemplated by this Agreement and any further information publicly filed and reported by Borrower and its Subsidiaries (other than financial projections, pro forma financial information and other forwardon), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

(b) on behaff of the Borrower in connections contemplated by this Agreement are based upon good faith assumptions and, in the case of financial projections and pro formation, good faith estimates, in each case, believed to be reasonable at the time made, it being recognized that (i) such fination as it relates to future events is subject to significant uncertainty and contingences (many of which are beyond the control of the Borrower) and are therefore not to be viewed as fact, and (ii) actual results during the period or periods covered by such financial information may materially differ from the results set forth therein.

13.18. Investment Company Act.

• The Borrower has elected to be regulated as a "business development company" within the meaning of the Investment Company Act and (a) qualifies as a RIC.
• (b) and repayment thereof by the Borrower and the consummation of the transactions contemplated by this Agreement do notation or breach in any material respect of the Investment Company Act or any rules, regulations or orders issued by the SEC thereunder, in each case that are applicable to the Borrower and its Subsidiaries.
• (c) to have a Material Adverse Effect.

13.19. Governmental Authorizations, Etc.

Except for (a) Form 8-K filings required to be mover with the SEC or (b) filings that may be required to be made by the Borrower with any state securities authority in order to comply with any applicable "blue sky" laws of such states, no consent, approval or authorization of, or registration with, any Governmental Authority is required in comection with the execution, delivery or performance by the Borrower of this Agreement or any other Loan Document.

Portfolio Assets. 13.20.

To the knowledge of the Borrower and its Subsidiaries have good and marketable title to all of their Investments, free and clear of all mortgages, pledges, liens, security interests, claims or eny kind that are prohibited by this Agreement. To the knowledge of the Borrower, all of the applicable investments and agreements which constitute the "Investments and Agreements") are in fill force and effect, and the of any material claim of any sort that has been asserted by anyone adverse to the rights of the Borrower or its Subsidiaries under the Investment Documents and Agreements.

14. Information Undertakings.

The Borrower covenants that for so long as the Loan is outstanding under this Agreement and any Unpaid Sum remains outstanding:

14.1. Financial Statements.

The Borrower shall deliver to the Lender:

• (a) on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of ther than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated unaudited balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of operations, changes in net assets and cash flows, and schedules of the Borrower and its Subsidiaries, for such quarter and (in the second and third quarters) for the fiscal year ending with such quarter, setting forth in each case in comparative form the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being results of operations and cash flows, subject to changes resulting from year-end adjustments; and
• (b) Annual Statements. Within 105 days (or if shorter 15 days greater than the period applicable to the Borrower's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Borrower is subject to the filing requirements thereof) after the end of each fiscal year of the Borrower, duplicated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, changes in net asses and cash flows, and schedules of investment of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a "going concern" or similar qualification or exception and without any qualification or exception as to the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall statements present fairly, in all material respects, the financial position of the companies being results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances.

14.2. Employee Benefits Matters.

The Borrower shall deliver to the Lender promptly, and in any event within 5 days after becoming aware of any of the following, a written noice setting forth the nature thereof and the Borrower or an ERISA Affiliate proposes to take with respect thereo: (i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereof has not been waived pursuant to such regulations as in effect on the taking by the Pension Benefit Guaranty Corporation (or any successor thereto) ("PBGC") of seps to institute, or the PBGC of the institution of, proceedings under section 4042 of ERSA for the termination of or the appointment of a truster to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a noice from a Multiemployer Plan that such action has been the PBCC with respect to such Multiemployer Plan; (iii) any event, transaction or condition that could result in the incurrence of any liability by the Borrower to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any of the rights, properties or assess of the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or such provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect, or (iv) receipt of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other by way of inderwise) with respect to one or more Foreign Plans.

14.3. Notices from Governmental Authority.

The Borrower shall deliver to the Lender promptly, and in any event within 30 days of any notice to the Borrower or any Subsidiary from any Governmental Authority relating to any or regulation that could reasonably be expected to have a Material Adverse Effect.

Resignation or Replacement of Auditors. 14.4.

The Borrower shall deliver to the Leader within 10 date on which the Borrower's auditors resign or the Borrower elects to change auditors, as the case may be, notification thereof, together with such further information as the Lender may reasonably request.

14.5. Requested Information.

The Borrower shall deliver to the Lender with reasonable promptness, such other to the business, operations, affairs, financial condition, assets or properties of the Borrower or any of its Subsidiaries (including actual copies of the Borrower's Form 10-Q and Form 10-K) or relaing to the Borrower to perform its obligations hereunder as from time to time may be reasonably requested by the Lender, provided that so long as no Default or Event of Default has occurred and is continuing, the Lender the Borrower to prepare or deliver monthly financial statements other than those described in Section 14.1.

14.6. Officer's Certificate.

Each set of financial statements delivered to the Lease pursuant to Section 14.1 shall be accompanied by a certificate of a Senior Financial Officer:

• (a) was in compliance with the requirements of Section 15 during the quarterly or annual period covered by the financial steing furnished (including with respect to each provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section 15, and the amount, ratio or percentage then in existence, including, for the avoidance of doubt, an Unencumbered Asset Coverage Ratio Report. In the Borrower or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 15) as to the period covered by any such financial statement, such Senior Financial Officer's certificate as to such period shall include a reconciliation from GAAP with respect to such election; and
• (b) under his or her supervision, a review of the Borrower and its Subsidianies from the beginning of the quarterly or annual period covered by the statements then being furnished to the certificate and that such review shall not have disclosed the existence during such period of any condition or event that consitutes a Default or , if any such condition or event existed or exists (including any such or condition resulting from the failure of the Borrower or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Borrower shall have taken or proposes to take with respect thereto.
• (c) required to be a Subsidiary Guarantor pursuant to Section 16.14 is a Subsidiary Guarantor, in each case, as of the date of Senior Financial Officer

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15.5. Minimum Shareholders' Equity.

The Borrower will not permit Shareholders' Equity at the last cay of any fiscal quarter of the Borrower to be less than US \$543.6 million.

16. General Undertakings.

The Borrower covenants that for so long as the Loan is outstanding under this Agreement and any Unpaid Sum remains outstanding:

16.1. Compliance with Laws.

The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules of of them is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and regulations that are refered to in Section 13.15) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to their respective businesses, in each case to the extent necessary to ensure that noncompliance with such laws, or governmental rules or regulations or failures to obtain or maintain in effect suchitiates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

16.2. Insurance.

The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurated to their respective properties and businesses againtes and contingencies, of such terms and in such anounts (including deductibles, co-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Maintenance of Properties. 16.3.

The Borrower will, and will cause each of its Subsidians to, mantained and kept, their respective propective in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in comection therewith may be properly conducted at all times, provided that this Section 16.3 shall not prevent the Borrower or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such disconimance is desirable in the Borrower has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

16.4. Payment of Taxes and Claims.

The Borrower will, and will cause each of its Subsidiaries to, filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges on them or any of their properties, assets, income or franchises, to the same become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Borrower or any Subsidiary, provided that neither the Borrower nor any Subsidian, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings and the Borrower or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Borrower or all such taxes, assessments, charges, levies and claims would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

16.5. Corporate Existence, Etc.

Subject to Section 16.11, the Borower will at all times preserve in full force and efter. The Borrower will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless med wholly-Owned Subsidiary) and all rights and franchises of the Borrower and its Subsidiaries unless, in the Borrower, the termination of or failure to preserve and keep in full force and effect such or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

16.6. Books and Records.

The Borrower will, and will cause each of its Subsidiaries to, maintain proper books of record and account in which such entries that are full, true and correct in all material respects are made in a maner to be prepared in conformity with GAAP consistently applied (it being understood and agreed that Forejgn Subsidian books and records in a mamer to allow financial statements to be prepared in conformity under GAAP their respective jurisdiction of organization). The Borrower will, and will cause each of its Subsidiaries to, keep books and accounts which, in reasonable detail, accurately reflect in all material respects all ransactions and dispositions of assets. The Borrower and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions of assets and the Borrower will, and will cause each of its Subsidiaries to, continue to maintain such system.

16.7. Investment Policies.

The Borrower shall at all times be in compliance with is Investment that the failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

Pari Passu Ranking. 16.8.

The Borrower will ensure that its payment obligations und the other Loan Documents, and the payment obligations of any Subsidiary Guarantor under its Subsidiary Guaranty, will at all times rank at least pari passu, without preferenced and unsubordinated Indebtedness of the Borrower and such Subsidiary Guarantor, as applicable.

16.9. Status of RIC and BDC.

The Borrower shall at all times maintain its status as a "business development company" under the Investment Company Act.

16.10. Transactions with Affiliates.

The Borrower will not, and will not permit any so, enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of any kind or the rendering of any service) with any Affiliate (other than the Borrower or another Subsidiary), except (i) in the ordinary course and pursuants of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favourable of the Borrower or such Subsitiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate, or (i) a transaction that has been approved by a majority of the Board of Directors of the Borrower, or (iii) any co-investment with Affiliates of the Borrower that is permitted under any established SEC guidance, no-action letter or order or Exemptive Relief.

16.11. Merger, Consolidation, Etc.

The Borrower will not, and will not permit any Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transactions to any Person unless:

• in the case of any such transactions involving the Borrower: (a)

  • the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or (i) lease all or substantially all of the assets of the Borrower as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the United States or any state thereof (including the District of Columbia); and
  • (ii) = if the Borrower is not such corporation or limited liability company, (A) such corporation or limited liability company shall have executed and delivered to each Lender its assumption of the due and punctual performance of each covenant and condition of this Agreement and any other Loan Document and (B) such corporation or limited liability company shall have caused to be delivered to each Lender an opinion of nationally recognized independent counsel reasonably satisfactory to the Lender, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

• (b)

  • (i) = the successor formed by such consolidation of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the asses of such Subsidiary Guarantor as an entirety, as the case may be, shall be (A) the Borrower, such Subsidiary Guarantor or another Subsidiary Guarantor: or (B) a solvent corporation or Imited Iiability company (other than the Borrower or another Subsidiary Guarantor) that is organized and existing under the United States or any state thereof (including the District of Columbia); and
  • (ii) shall have executed and delivered to the Lender its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (B) the Borrower shall have caused to be delivered to the Lender an opinion of nationally recognized independent reasonably satisfactory to the Lender, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;
• (c) each Subsidiary Guarantor under any Subsidiany Guaranty that is outstanding at the time such transaction in such a series of transactions occurs reaffirms its obligations under such time at such time pursuant to documentation that is reasonably acceptable to the Lender; and
• (d) = immediately before and after giving effect to such transaction in any such series of transactions, no Default of Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the Borrower or any Subsidiary Guarantor shall have the effect of releasing the Borrower or any such Subsidiary Guarantor, as the case may be, or any successor corporation or limited liability company that shall therefore have become such in this Section 16.11, from its liability under (x) this Agreement or any other Loan Document, whess, in the case of the conveyance, transfer or lease of a Subsidiary Guarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section with immediately following such conveyance, transfer or lease.

16.12. Line of Business.

The Borower will not and will not permit any Subsidess if, as a result, the general nature of the business in which the Borrower and its Subsidiaries, taken as a whole, would be substantially changed from the general nature of the business in which the Borrower and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Borrower's most recent Form 10-K and Form 10-Q.

16.13. Liens.

The Borrower will not directly or indirectly create, incur, assume or permit to exist (upon the happening of otherwise) any Lien on or with respect to any property or asset (including, without in respect of goods or accounts receivable) of the Borrower, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (a) Liens on Equity Interests in any SBIC Subsidiary created in favour of the SBA or its designeer (b) leases, licenses, subleases or sublicenses granted to others in the ordinaty which do not (i) interfere in any material respect with the business of the Borrower and its Subsidiaries or (i) secure any Indebtedness. For the avoidance of doubt, this Section 16.13 shall not restrict the ability of the Borrower to transfer assets to wholly-owned, special purposes of such subsidiaries complying with their respective obligations under existing or future senior secured financings.

16.14. Subsidiary Guarantors.

• The Borrower will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an (a) additional or co-borrower or otherwise, for or in respect of any Material Credit Facility for which the Borrower is a borrower or guarantor to concurrently therewith:

  • enter into an agreement in form and substance satisfactory to the guaranty by such Subsidiary, on a joint (i) and several basis with all other such Subsidiaries, of (x) the prompt payment in full when due of all amounts payable by the Borrower pursuant to this Agreement and any other for principal, interest, prepayment amount or otherwise), including all indemnities, fees and expenses payable by the Borrower and thereunder and (y) the prompt, full and faithful performance, observance and discharge by the Borrower of each and every covenant, agreement, undertaking and provision required pursuant to this Agreement and any other Loan Document to be performed, observed by it (a "Subsidiary Guaranty"); and
  • (ii) deliver the following to the Lender:
    • (A) an executed counterpart of such Subsidiary Guaranty;
    • (B) a certificate signed by an authorized responsible officer of such Subsidiary containing and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 13.1, 13.2 and 13.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the Borrower;

• (C) all documents as may be reasonably requested by the Lender the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its obligations thereunder; and

• (D) an opinion of counsel reasonably satisfactory to the Lender relating to such Subsidiary Guaranty as the Lender may reasonably request.
• (b) subparagraph (a) of this Section 16.14 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations the need for the execution or delivery of any other document by the Lender, provided that (i) if such Subsidiary Guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged concurrently with the released concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) underial Credit Facility, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable in if in connection with such Subsidiary Guarantor being released and discharged under any Material Credit Form of consideration is given to any holder of Indebtedness under such Material Credity for such release, the Lender shall receive equivalent consideration substantially concurrently the Lender shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv).

Most Favored Lender. 16.15.

(a) If at any time a credit facility, loan agreement or other like financial instrument under which the Borrower or any Subsidiary may incur Unsecured Debt in excess of \$25,000,000 (an "Unsecured Credity"), contains an MFL Financial Covenant or MFL Cure Right Provision that is more favorable to the lenders or note holders under such Unsecured Credit Facility than the financial covenants (including related definitions and defaults), contained in Section (including any necessary definition), a "More Favorable Covenant"), then the Borrower shall provide a Most Favored Lender Notice in respect of such More Favorable Covenant; provided that, the absence of an MFL Cure Right Provision in an Unsecured Credity that has financial covenants that are the same as the financial covenants set forth in Section 15 (and have the same related definitions) would be more beneficial to the Lender. Such More Favorable Covenant shall be deemed automatically reference into Section 15, mutatis mutandis, as if set forth in full herein, effective as of the date when such More Favorable Covenant shall have become effective under such Unsecured Credit Facility, unless waived in writing by the Lender within 15 days after the Lender's receipt of such More Favorable Covenant.

• (b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an "Incorporated Covenant") pursuant to this Section 16.15 (i) shall be deemed automatically amended herein to reflect any subsequent amendments made to such More Favorable Covenant under the applicable Unsecured Credity; provided that, if a Default then exists and the anendment of such More Favorable Covenant would make such covenant less restrictive on the Borrower, such Incorporated Covenant shall only be deemed automatically amended at such time, if it should occur, when such Default no longer exists and (ii) shall be deemed automatically deleted from this Agreement at such More Favorable Covenant is deleted or otherwise removed from the applicable Unsecured Crecity or is no longer in effect under or pursuant to the applicable Unsecured Credity or the applicable Unsecured Credity ceases to be an Unsecured Credit Facility or shall be terminated and any covenant in place prior to inclusion of such More Favorable Covenant shall be automatically reincorporated into this Agreement; provided that, if a Default then exists, such Incorporated Covenant shall only be deemed at such this Agreement at such time, if it should occur, when such Default of Event of Default no longer exists; provided further; however; that if any fee or other consideration shall be given to the lenders or note holders under such Unsecured Credity for such amendment or deletion, the equivalent of such fee or other consideration shall be given, pro rata, to the Lender.
• (c) Additionally, notwithstanding the foregoing, no covenant, definition or default expressly set forth in this Agreement as of this Agreement (or incorporated into this Agreement by an amendment or this Agreement other than pursuant to this Section 16.15) shall be deemed to be amended or deless restrictive on the Borrower by virtue of the provisions of this Section 16.15.

17. Events of Default.

An "Event of Default" shall exist if any of the following conditions or events set forth in Sections 17.1 through and including 17.13 below shall occur and be continuing:

17.1. Non-payment.

(a) maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) five (5) Business Days after the same becomes due and payable; or

17.2. Other obligations.

• (a) remedied, the Borrower has not remedied such default within ten (10) Business Days after the occurrence thereof; or
• (b) referred to in Sections 17.1 and 17.2(a)) or any Subsidiary Guaranty and such default is not remedied within 30 days after of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Borrower receiving written notice of such default from the Lender (any such written notice to be identified as a "notice of default" and to refer specifically to this Section 17.2(b)) ; or

17.3. Misrepresentation.

• (a) other Loan Document or any writing furnished in connections contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or
• (b) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or
• (c) capable of remedy and the event or circumstance giving rise to the representation or statement being is remedied within fifteen (15) calendar days from the earlier of (i) the Borrower or Subsidiary Guarantor becoming aware of the misrepresentation or (ii) the giving of notice by the Lender or to the Subsidiary Guarantor in respect of such misrepresentation; or

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(c) the events described in Section 17.5(b), provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Section 17.5(a); or

17.6. Repudiation.

The Borrower repudiates in writing this Agreement or any other Loan Document; or

17.7. Litigation.

One or more final judgments or orders for the payment of money aggregating in excess of \$25,000,000 (or its equivalent of payment) (to the extent not covered by indepent third-party insurance that has not denied coverage in writing), including any such final order enforcing a binding atbitration decision, are or more of the Borrower and its Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or are not discharged within 60 days after the expiration of such stay; Or

ERISA. 178

If (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code; (ii) a notice of intent to teminate any Plan shall have been or is reasonably expected to be filed with the PBC shall have instituted proceedings under ERISA section 4042 to teminate or appoint a trustee to administer any Plan or the PBGC shall have notfied the Borrower or any ERISA Affiliate that a Plan may become a such proceedings; (ii) there is any "amount of unfin the meaning of section 400 (a)(18) of ERISA) under one or more Plans, determined in accordance with Title IV of ERISA; (v) the aggregate present value of acrued benefit liabilities under all funded Foreign Plans exceeds the aggregate current value of the assets of such Foreign Plans allocable to such liabilities; (v) the Borrower or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans; (v) the Borrower or any ERISA Affiliate withdraws from any Multiemployer Plan; (vii) the Borrower or any Subsidiary establishes or amends any employee welfare plan that provides post-employment welfare benefits in a manner that would increase the liability of the Borrower or any Subsidiary thereunder; (vii) the Borrower or any Subsidiary fails to administer or maintain a Foreign Plan in compliance with the requirements of any and all applicable laws, statutes, regulations or court orders or any Foreign Plan is involuntarily terminated or wound up; or (x) the Borrower or any Subsidiary becomes subject to the imposition (which for this purpose shall mean any tax, pendly or other liability, whether by way of indemnity or otherwise) with respect to one or more Foreign Plans, and any such event of clauses (i) through (ix) above, either individually or together with any other such events, could reasonably be expected to have a Material Adverse Effect; or

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18. Successors and Assigns; Assignments; Participations.

18.1. Successors and Assigns.

The provisions of this Agreement shall be binding to the benefit of the Parties hereto and their respective successors and assigns permitted hereby.

18.2. Assignments and transfer by the Lender.

The Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement and any other Loan Document (including all or a portion of its Loan at the time owing to it), to any Person; provided, however, that, so long as no Even of Default exists, any such assignment to any Person that is not an Eligible Assigner the prior written consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) (and any attempted assignment or transfer by the Lender without such consent shall be null and void), provided, further, that the Borrower shall be deemed to such assigment unless it shall object thereto by written notice to the Lender within 10 Business Days after having received notice thereof. With respect to any such assignment to the foregoing in this Section 18.2, the Lender shall provide the Borrower with a copy of the agreement (an "Assignment Agreement") and upon request of the Lender, the Lender and the assigned(s) shall execute any amendment and'or any other document that may be necessary to effectuate such an assigment, including an amendment and restatement to this Agreement to provide for multiple lenders and a Lender to act on behalf of such lenders.

18.3. Assignments and transfer by the Borrower.

The Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender (which consent may be withheld in its sole and absolute discretion) (and any attempted by the Borrower without such consent shall be null and void).

18.4. Register.

The Borrower shall maintain at one of its offices a copy of each Assignment delivered to it and a register for the names and addresses of the Lender and principal anounts (and stated interest) of the Loan owing to, the terms hereof from time to time (the "Register"). Without limitation of any other provision of this Section 18, no transfer of an interest in the effective unless and until recorded in the Register shall be conclusive absent manifest error, and the Borrover, the Lender and the applicable assignee Lender of the Lender shall treat each Person whose name is recorded in the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register by the Borrower and the Lender, at any reasonable time and from time to time upon reasonable prior notice.

18.5. Participations.

The Lender may, without the prior written consent of the Borrower (which on its sole discretion), sell participations to any Person (other than natural persons) (each, a "Participant") in all or a portion of the Lender's rights ander this Agreement (including all or a portion of the Loan owing to it); provided that (i) the Lender's obligations under this Agreement shall remain unchanged; (ii) the Lender shall remain solely responsible to the parties hereto for the performance of such obligations; and (ii) the Borrower shall continue to deal solely and directly with the Leader in connection with the Lender's rights and obligations under this Agrees that each Participant shall be entitled to the benefits of Sections 9 and 10 (subject to the requirements and limitations therein) to the same and had acquired its interest by assignment pursuant to Section 18.2; provided that such Participant shall not be entitled to receive any greater under Section 9 or 10, with respect to any participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs acquired the applicable participation.

To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 20 as though it were the Lender shall sell a participation, it shall, acting solely for this purpose as a non-ficuciary agent of the Borrower, maintain a name and address of each Participant and the principal anounts (and Participant's interest in the Loan or other obligations under this Agreement or any other Loan Document (the "Participant Register"); provided that the Lender shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any information relaing to a Participant's interest in the Loan or its other obligations under this Agreement or any other Loan Document) to any Person except to the such disclosure is necessary to establish that the Loan or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations and Section 1.163-5(c) of the United States Proposed Treasury Regulations (or any amended or successor versionant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participation for all participation for all purposes of this Agreement notwithstanding any notice to the contrary.

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(b) = Every notice or other communication shall, subject as otherwise provided in this Agreement, be deemed (f sent by post) 2 Business Days after dispatch and if delivered personally or by facsmission at the time of delivery or dispatch if during normal business hours in the place of in that place and otherwise at the opening of business in that place on the next succeeding such Business Day, provided that any notice or communication to be made or delivered to the Lender shall be effective only on actual receipt by the Lender.

22. Partial Invalidity.

If, at any ime, any provision of this Agreement is or becomes illegal, invalid or unentorceable in any law of any jurisdiction, neither the legality, validity of the remaining provisions nor the legality, validity of such provision under the law of any other jurisdiction will in any way be affected or impaired.

23. Remedies and Waivers.

No failure to exercise, nor any delay in exercising, on the Lender, any right or remedy under this Agreement, any Subsidiary Guaranty or any other Loan Document shall operate as a waiver of any such right or remedy or constitute an election to any other Loan Document. No election to affirm this Agreement or the part of the Lender shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other right or remedy. The rights and remedies provided in this Agreement or any other Loan Document are cumulative of any rights or remedies provided by law.

24. Amendments.

• (a) signed by all the parties hereto.
• (b) Agreement has been marked to indicate such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or impar any right consequent thereon. No course of dealing between the Borrower and the Lender and no delay in exercising any rights hereunder or under any other Loan Document shall operate as a waiver of any rights of the Lender.

25. Third Party Rights.

Nothing in this Agreement, expressed or implied to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) and, to the extent expressly contemplated hereby, the Lender's A ffiliates and the respective directors, officers, partners, members, trustes, employees, agents, administrators, managers, representatives and advisors of the Lender's Affiliates) any legal or equitable right, remedy or claim under or by reason of this Agreement.

1. Interest Rate Limitation.

Notwithstanding any other provision herest rate charged with respect to any of the obligations of the Borrower and under the other Loan Documents, including all charges or fees in the nature of interest under applicable law shall not exceed the Highest Lawful Rate (defined below). If the rate of interest (determined without regard to this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loan made hereunder shall bear interest at the until the total anount of interest due hereunder of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the hereunder is repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Bortower an amount equal to the difference between the amount of interest paid and the amount of the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lender strictly to any applicable usury laws. Accordingly, if the Lender contracts for, charges, or receives any constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, at the Lender's option be applied to the Loan made hereunder or be refunded to Borrower. As used herein, "Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or time to time may be contracted for, charged, or received under the Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which a higher maximum nonusurious interest rate than applicable laws now allow.

27. Returned Payments.

If after receipt of any payment which is applied to the payment of the obligations of the Borrower under this Agreement and the other Loan Documents (including a payment effected through of a right of setoff), the Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, set aside, determined to be void or voidable as a preference, impermissible setoff, or for any other reason (including pursuant to any settlement entered into by the Lender in its discretions of the Borrower under this Agreement and the other Loan Documents, or any part of such obligations, intended to be saisfied shall be revived and this Agreement and the other applicable Loan Documents shall continue in full force as if such payment or proceeds had not been received by the Section 27 shall be and remain effective notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment or application of proceeds. The provisions of this Section 27 shall survive the termination of this Agreement.

28. [Reserved].

29. Counterparts.

• (a) original, but all of which when together single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
• (b) = Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that shall be effective as delivery of a manually executed ounterpart of this Agreement or such other Loan Document. The words "execution," "signature," "telivery," and words of like import in or relating to this Agreement or any other Loan Document shall be deemed to include electronic signatures or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, thereof or the use of a paper-based recordkeeping system, as the case may be.

30. Governing Law, Jurisdiction, Etc.

• THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS (a) OF THE STATE OF NEW YORK.

• (b) federal or New York State court sitting in New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any other Loan of the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims or third party claims brought against the Lender) be heard and determined in such state court or, to the extent permitted by law, in such federal court. Each of the parties hereto in any such action or proceeding shall be conclusive and may be enforced in other judgment or in any other manner provided by law.

• (c) = Each of the parties hereby irrevocably and unconditionally wave, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 30. Each of the parties hereby irrevocably warves, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such court.

• (d) Each party to this Agreements to service of process in the manner provided for notices in Section 21. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

31. Confidentiality.

(a) For the purposes of this Section 31, "Confidential Information" means information delivered to the Lender by or on behalf of the Borrower or any Subsidiary in connections contemplated by or otherwise pursuant to this Agreement that is proprietary in nature. provided that such term does not include information that (a) was publicly known to the Lender prior to the time of such disclosure, (b) subsequently becomes public y known through by the Lender or any Person acting on the Lender's behalf, (c) otherwise becomes known to the Lender from a third-party not actually known to be in breach of an other to the Borrower, or (d) constitutes financial statements delivered to the Lenderwise publicly available. The Lender will keep and all Confidential Information in accordance with procedures adopted by the Lender in good faith to protect confidential information of third parties delivered to the Lender or make any use of it that is not permitted by this Agreement, provided that the Lender may deliver or disclose Confidential Information to (i) its directors, officers, employees (legal and contractual), agents, attorneys, trustes and affiliates (to the extent by relates to the administration of the investment represented by its Loan), (ii) its anditors, financial advisors, other professional advisors, consultants, valuators and investors or partners in Related Funds that are holders of the Loan who agree, in each case, to hold confidential Information in accordance with this Section 31, (iii) any other holder of the Loan (or any portionant or any potential assignee (it being understood that the Person(s) to whom such disclosure is made is informed of the confidential nature of such information and agrees to be bound by this Section 31), (iv) any institutional investor to which it sells or offers to sell the Loan or any part thereof (if such Person has agreed in writing pror to its receipt of such Confidential Information to be bound by this Section 31), (v) any federal or state regulatory authority having jurisciction over the Lender, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to investment portfolio, or (vii) any other Person to which such delivery or disclosure is necessary or appropriate (w) to effect compliance with any law, ruler applicable to the Lender, (x) in response to any subpoena or other legal process, (y) in connection with the Lender is a party, or (z) if an Event of Default has occurred and is continuing, to the extent the Lender may reasonably determine such disclosure to be necessary or appropriate in the enforcement or for the rights and remedies under the Loan, this Agreement, or any Subsidiary Guaranty or any other Loan Document. Notwithstanding the foregoing, in the event that the Lender is compelled to disclose Confidential Information pursuant to clause (viii)(v) (except where disclosure of the Loan is to be made to any supervisory or regulatory body during the normal course of its exercise of its regulatory or supervisory function over the Lender's usual practice), (viii)(x) or (vii)(y) of the preceding sentence, unless specifically prohibited by applicable law, ruler, the Lender shall use its reasonable best efforts to give the Borrower prompt notice of such pending disclosure and, to the opportunity to seek a protective order or to pursue such further legal action as may be necessary to privileged nature and confidentiality of the Confidential Information. Each assignee Lender, by its acceptance of an assignment agreement, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 31 as though it were a party to this Agreement.

(b) transactions contemplated by or otherwise pursuant the Lender is required to agree to a confidentiality underaking (whether through IntraLinks, another secure virtual workspace or otherwise) which is different from this Section 31, this Section 31 shall not be amended thereby and, as between the Borrower, this Section 31 shall supersede any such other confidentiality undertaking.

32. WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREE-MENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:

CION INVESTMENT CORPORATION

By: /s/ Michael A. Reisner

Name: Michael A. Reisner Title: Co-Chief Executive Officer

[Signature page to Unsecured Term Loan Facility Agreement]

Toppan Merrill

LENDER:

[LENDER SIGNATURE PAGE]

[Signature page to Unsecured Term Loan Facility Agreement]

FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Unsecured Term Loan Facility Agreement, dated as of September 30, 2024 (as amended, restated, amended and restated, supplemented or other from time to time, the "Facility Agreement"), by and between CON INVESTMENT CORPORATION, a company incorporated under the State of Maryland (the "Borrower"), and the Lender named on the signature page hereo, a company incorporated under the laws of the State of Israel (the "Lender").

Pursuant to the provisions of Section 9(e)(ii)(B)(3) of the Facility Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as any Note evidencing the Loan) in respect of which it is providing this certificate, (i) it is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a "10 percent shareholder" of the Borrower within the meaning of Section 871(b)(3)(3) of the Code and (iv) it is not a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Borrower with a cettificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agress that (1) if the information provided in this certificate changes the undersigned shall prompty so inform the Borower, and (2) the undersigned shall have at all times furnished and currently effective certificate in either the calendar year in which each payment is to be made to the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Facility Agreement and used herein shall have the me them in the Facility Agreement.

[NAME OF LENDER]

By:
Name:
Title:

Date: Date: 20[ ]

FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Unsecured Term Loan Facility Agreement, dated as of September 30, 2024 (as amended, restated, amended and restated, supplemented or other from time to time, the "Facility Agreement"), by and between CON INVESTMENT CORPORATION, a company incorporated under the State of Maryland (the "Borrower"), and the Lender named on the signature page hereo, a company incorporated under the laws of the State of Israel (the "Lender").

Pursuant to the provisions of Section 9(e)(ii)(B)(4) of the Facility Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which this certificate, (ii) it is not a "bank" within the meaning of Section 881(o)(3)(A) of the Code, (ii) it is not a "10 percent shareholder" of the meaning of Section 87 (h)(3)(B) of the Code and (iv) it is not a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agres that ( ) if the information provided in this certificate changes, the undersigned shall promply so inform such Lender in writing, and (2) the undersigned shall times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Facility Agreement and used herein shall have the me them in the Facility Agreement.

[NAME OF PARTICIPANT]

By:
Name:
Title:

Date: Date: 20[ ]

FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Unsecured Term Loan Facility Agreement, dated as of September 30, 2024 (as amended, restated, amended and restated, supplemented or other from time to time, the "Facility Agreement"), by and between CON INVESTMENT CORPORATION, a company incorporated under the State of Maryland (the "Borrower"), and the Lender named on the signature page hereo, a company incorporated under the laws of the State of Israel (the "Lender").

Pursuant to the provisions of Section 9(e)(i)(B)(4) of the Facility Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is certificate, (ii) its direct or indivet partners are the sole beneficial overs of such participation, (iii) with respect such participation or any of its direct or indirect partners in a "bank" extending credit pursuant to a loan agreement entered into in the or business within the meaning of Section 881(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(c)(color of its direct or indirect partners is a "10 percent shareholder" of the Borrower within the meaning of Section 871(b)(3)(3) of the Code and (v) none of its direct or indirect partners is a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8MY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8BNY accompanied by an IRS Form W-8BEN-E from each of such partner's member's beneficial owners that is claiming the portblio interest exemption. By executing this certificate, the unformation provided in this certificate changes, the undersigned stall prompty so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly offective certificate in either the calendar year in which each payment is to be undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Facility Agreement and used have the meanings given to them in the Facility Agreement.

[NAME OF PARTICIPANT]

By: Name: Title·

Date: ________________________________________________________________________________________________________________________________________________________________________

FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Unsecured Term Loan Facility Agreement, dated as of September 30, 2024 (as amended, restated, amended and restated, supplemented or otherwise to time, the "Facility Agreement"), by and between CON INVESTMENT CORPORATION, a company incorporated under the State of Maryland (the "Borrower"), and the Lender named on the signature page hereo, a company incorporated under the laws of the State of Israel (the "Lender").

Pursuant to the provisions of Section 9(e)(i)(B)(4) of the Facility Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners are the sole beneficial owners of such as any Note evidencing such Loan), (iii) with respect to the extension of credity Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners and parsuant to a loan agreement entered into in the ordinas within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners is a "10 percent shareholder" of the Borrower within the meaning of Section 871(b)(3)(3)(3)(3)(3) of the Code and (v) none of its direct of indirect partners/members is a "controlled foreign corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Borrower with IRS Form W-8MY accompanied by one of the following forms from each of its partners/nembers that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8BNY accompanied by an IRS Form W-8BEN-E from each of such partner's beneficial owners that is claiming the portblio interest exemption. By executing this cettificate, the unformation provided in this certificate changes, the undersigned stall prompty so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective in either the calendar year in which each payment is to be undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Facility Agreement and used herein shall have the mem in the Facility Agreement.

[NAME OF LENDER]

By: Name: Title·

Date: ________________________________________________________________________________________________________________________________________________________________________